SEC Form 5 · accession 0001493152-16-008303

VISCOUNT SYSTEMS INC · VSYS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James Cacioppo

Director

Period of report

Dec 31, 2015

Accepted (ET)

Mar 28, 2016 · 10:51 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001158387

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F4	Dec 23, 2015	A	500,000	—	A	500,000	D
Common Stock^F1,F2,F3	holding	—	—		—	2,614,163	I	By One East Partners Master, L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrant^F1,F2,F3	$0.065	holding	—	—	—	Jun 7, 2012	Jun 6, 2017	Common Stock	3,071,253	3,071,253	I
Warrant^F1,F3,F5	$0.065	holding	—	—	—	Jun 7, 2012	Jun 6, 2017	Common Stock	3,071,253	3,071,253	I
Series A Convertible Redeemable Preferred Stock^{F1,F2,F3,F6,F7,F8}	$0.0407	holding	—	—	—	Jun 7, 2012	—	Common Stock or Senior Secured Convertible Notes	24,570	250	I
Series A Convertible Redeemable Preferred Stock^{F1,F3,F5,F6,F7,F8}	$0.0407	holding	—	—	—	Jun 7, 2012	—	Common Stock or Senior Secured Convertible Notes	24,570	250	I
Series A Convertible Redeemable Preferred Stock^{F1,F2,F3,F6,F7,F8}	$0.0419	holding	—	—	—	Jul 2, 2012	—	Common Stock or Senior Secured Convertible Notes	23,866	251	I
Series A Convertible Redeemable Preferred Stock^{F1,F3,F5,F6,F7,F8}	$0.0419	holding	—	—	—	Jul 2, 2012	—	Common Stock or Senior Secured Convertible Notes	23,866	251	I
Series A Convertible Redeemable Preferred Stock^{F1,F2,F3,F6,F7,F8}	$0.0468	holding	—	—	—	Oct 1, 2012	—	Common Stock or Senior Secured Convertible Notes	21,367	257	I
Series A Convertible Redeemable Preferred Stock^{F1,F3,F5,F6,F7,F8}	$0.0468	holding	—	—	—	Oct 1, 2012	—	Common Stock or Senior Secured Convertible Notes	21,367	257	I
Series A Convertible Redeemable Preferred Stock^{F1,F3,F5,F6,F7,F8}	$0.0407	holding	—	—	—	Oct 25, 2012	—	Common Stock or Senior Secured Convertible Notes	24,570	507	I
Warrant^F1,F3,F5	$0.065	holding	—	—	—	Oct 25, 2012	Jun 6, 2017	Common Stock	3,071,253	6,142,506	I
Series A Convertible Redeemable Preferred Stock^{F1,F2,F3,F6,F7,F8}	$0.0467	holding	—	—	—	Jan 3, 2013	—	Common Stock or Senior Secured Convertible Notes	21,413	262	I
Series A Convertible Redeemable Preferred Stock^{F1,F3,F5,F6,F7,F8}	$0.0467	holding	—	—	—	Jan 3, 2013	—	Common Stock or Senior Secured Convertible Notes	21,413	517	I
Series A Convertible Redeemable Preferred Stock^{F1,F2,F3,F6,F7,F8}	$0.0816	holding	—	—	—	Apr 1, 2013	—	Common Stock or Senior Secured Convertible Notes	12,255	267	I
Series A Convertible Redeemable Preferred Stock^{F1,F3,F5,F6,F7,F8}	$0.0816	holding	—	—	—	Apr 1, 2013	—	Common Stock or Senior Secured Convertible Notes	12,255	527	I
Warrant^F1,F2,F3	$0.18	holding	—	—	—	May 17, 2013	May 17, 2016	Common Stock	555,555	3,626,808	I
Series A Convertible Redeemable Preferred Stock^{F1,F2,F3,F6,F7,F8}	$0.0876	holding	—	—	—	Jul 1, 2013	—	Common Stock or Senior Secured Convertible Notes	11,415	272	I
Series A Convertible Redeemable Preferred Stock^{F1,F3,F5,F6,F7,F8}	$0.0876	holding	—	—	—	Jul 1, 2013	—	Common Stock or Senior Secured Convertible Notes	11,416	538	I
Series A Convertible Redeemable Preferred Stock^{F1,F2,F3,F6,F7,F8}	$0.0578	holding	—	—	—	Sep 30, 2013	—	Common Stock or Senior Secured Convertible Notes	17,301	278	I
Series A Convertible Redeemable Preferred Stock^{F1,F3,F5,F6,F7,F8}	$0.0578	holding	—	—	—	Sep 30, 2013	—	Common Stock or Senior Secured Convertible Notes	17,301	549	I
Series A Convertible Redeemable Preferred Stock^{F1,F2,F3,F6,F7,F8}	$0.068	holding	—	—	—	Dec 31, 2013	—	Common Stock or Senior Secured Convertible Notes	14,706	284	I
Series A Convertible Redeemable Preferred Stock^{F1,F3,F5,F6,F7,F8}	$0.068	holding	—	—	—	Dec 31, 2013	—	Common Stock or Senior Secured Convertible Notes	14,706	560	I
Warrant^F1,F2,F3	$0.20	holding	—	—	—	Mar 10, 2014	Mar 27, 2019	Common Stock	555,555	4,182,363	I
Series A Convertible Redeemable Preferred Stock^{F1,F2,F3,F6,F7,F8}	$0.112	holding	—	—	—	Mar 31, 2014	—	Common Stock or Senior Secured Convertible Notes	8,929	289	I
Series A Convertible Redeemable Preferred Stock^{F1,F3,F5,F6,F7,F8}	$0.112	holding	—	—	—	Mar 31, 2014	—	Common Stock or Senior Secured Convertible Notes	8,928,571	571	I
Series A Convertible Redeemable Preferred Stock^{F1,F2,F3,F6,F7,F8}	$0.0993	holding	—	—	—	Jun 30, 2014	—	Common Stock or Senior Secured Convertible Notes	10,070	295	I
Series A Convertible Redeemable Preferred Stock^{F1,F3,F5,F6,F7,F8}	$0.0993	holding	—	—	—	Jun 30, 2014	—	Common Stock or Senior Secured Convertible Notes	10,070	583	I
Series A Convertible Redeemable Preferred Stock^{F1,F2,F3,F6,F7,F8}	$0.0741	holding	—	—	—	Sep 30, 2014	—	Common Stock or Senior Secured Convertible Notes	13,514	301	I
Series A Convertible Redeemable Preferred Stock^{F1,F3,F5,F6,F7,F8}	$0.0741	holding	—	—	—	Sep 30, 2014	—	Common Stock or Senior Secured Convertible Notes	13,514	595	I
Series A Convertible Redeemable Preferred Stock^{F1,F2,F3,F6,F7,F8}	$0.0698	holding	—	—	—	Dec 31, 2014	—	Common Stock or Senior Secured Convertible Notes	14,327	307	I
Series A Convertible Redeemable Preferred Stock^{F1,F3,F5,F6,F7,F8}	$0.0698	holding	—	—	—	Dec 31, 2014	—	Common Stock or Senior Secured Convertible Notes	14,327	607	I

Explanation of responses

F1Represents the amount of securities of the issuer indirectly held by James A. Cacioppo ("Cacioppo"), as of May 19, 2015, the date on which Cacioppo was appointed to the board of directors of the issuer. These securities are the entire amounts held by One East Partners Master, L.P. ("OEP Master") or One East Partners Opportunities, L.P. ("OEP Opportunities"), investment funds managed by Cacioppo and in which Cacioppo possesses an indirect pecuniary ownership interest of only a portion of these interests.
F2These securities are held by OEP Master, an investment fund for which One East Capital Advisors ("OEP Advisors") acts as investment advisor, and with respect to which OEP Advisors shares voting and investment control. Cacioppo is the managing partner of OEP Advisors and controls the voting and investment decisions of OEP Advisors. (Continued in footnote 3).
F3Cacioppo disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein and this filing should not be deemed an admission of beneficial ownership of such securities for Section 16 purposes or any other purpose.
F4Restricted common stock of the issuer ("Common Stock") granted to Cacioppo for $0 as approved by the issuer's compensation committee. The Common Stock shall fully vest one year from the date of grant.
F5These securities are held by OEP Opportunities, an investment fund for which OEP Advisors acts as an investment advisor, and with respect to which OEP Advisors shares voting and investment control. Cacioppo is the managing partner of OEP Advisors and controls the voting and investment decisions of OEP Advisors. (Continued in footnote 3)
F6The conversion price of the Series A Convertible Redeemable Preferred Stock of the issuer (the "A Shares") is subject to adjustment as provided in that certain Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock of Viscount Systems, Inc., dated as of June 5, 2012, as amended from time to time (the "Certificate of Designation").
F7The A Shares have no expiration date.
F8Each A Share, at each holder's option, could be convertible into either common stock of the issuer ("Common Stock") or senior secured convertible notes of the issuer subject to the terms contained in the Certificate of Designation and that certain Consent by Series A Holders, dated as of February 24, 2014. The number of shares reported represent the number of shares of Common Stock that would be issued upon conversion of 1 A Share.

Remarks

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